Corporate governance and ownership reforms in Japan Essay

Corporate governance and ownership reforms in Japan - Essay Example The paper will review recent shareholder activism, board structure, the latest corporate scandal, and reforms in the regulative environment of Japanese corporate governance as well as judicial system reformation conducted in the past few years. The paper will also present an analysis of data collected from previous research on the effects of foreign investment in Japanese firms and the introduction and assimilation of U.S. boardroom structures to Japanese corporations. The paper will further examine the attitudes of Japanese managers, legal practitioners, and acceptance and resistance to traditional governance methods vis-a-vis the new U.S.-style forms of governance and ownership structures. Also, the paper will delve into the conflicts and tensions created by the adoption of U.S.-style shareholder activism or board structures in the corporate world among the Japanese business legal practices, and provide analysis of some of the factors involved in such frictions. Introduction The li nkage between corporate ownership and governance has been studied for many decades from various angles. While this area of scholarship had largely emphasized the widely-held type of ownership2 and agency problems that arose out of it,3 corporate ownership and governance issues continue to differ worldwide even after economies or business practices have largely converged.4 As corporate activity spread across the world, scholarship has gradually started to focus on institutional and functional differences.5 Broadly speaking, the analysis of this divergence has been conducted through how corporate governance converted and persisted. While convergence optimists claim dominance toward the U.S.-type shareholder-centered model,6 the ownership structure and unique characteristics of corporate ownership and governance still remain significant. The persistence of this divergence is analyzed through the theory of complementarity in each corporate governance system.7 It is true that the global corporate governance system certainly seems to be unified both functionally and formally, despite persisting differences.8 However, as seen in the example of Japan in this paper, corporate ownership and governance are shaped by historical path-dependence, and the social norms of each country still plays an important role in corporate governance. The reformation of corporate ownership and governance in Japan after the collapse of so-called bubble economy in 1990 is a prime example of corporate governance convergence and persistence. Corporate ownership in Japan had been characterized by reciprocal cross-shareholdings among corporation and banks. Also, corporate governance in Japan has a unique character where the main bank and employee interests play a central role with insider-oriented boards. As we will see in the following chapter, this structure experienced significant change after the 1990s through dissolving cross-ownership and adopting some shareholder-oriented, Anglo-American rules of governance. While these reformations can be considered as a corporate conversion caused by globalization, many Japanese corporations still retain unique governance characteristics and adopt U.S-style rules and practices, causing conflict and tension among Japanese businesses and legal practitioners. This paper attempts to address the issue derived from corporate conversion and persistence that occurred very recently in Japan. I: Dissolution of Cross